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FR Y-6 0MB Number 7100-0297 Approval expires September 30, 2018 Page 1 of 2

Board of Governors of the Federal Reserve System

Annual Report of Holding Companies-FR Y-6

Report at the close of business as of the end of fiscal year

This Report is required by law: Section 5( c )( 1 )(A) of the Bank Holding Company Act (12 U.S.C. § 1844(c)(1)(A)); sections 8(a) and 13(a) of the International Banking Act (12 U.S.C. §§ 3106(a) and 3108(a)); sections 11(a)(1}, 25. and 25A of the Federal Reserve Act (12 U.S.C. §§ 248(a)(1), 602, and 611a); and sec­tions 113,165,312.618, and 809 of the Dodd-Frank Act (12 U.S.C. §§ 5361, 5365, 5412, 1850a(c}(1}. and 5468(b)(1)). Return to theappropriate Federal Reserve Bank the original and the number of copies specified.e

NOTE: The Annual Report of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chairman of the board must sign the report. If the holding company is an ESOP/ESOT formed as a corporation or is an LLC, see the General Instructions for the authorized individual who must sign the report. 1. Donald R. Brown

Name of lhe Holding Company Director and Official

Director and Secretary Title of lhe Holding Company Oirec1or and Official

attest that the Annual Report of Holding Companies (includingthe supporting attachments) for this report date has been pre­pared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief. With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this information to the Federal Reserve. The Reporter also certifies that it has the authority, on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Rese,ve may assume, in the absence of a request for confidential treatment submitted in accordance with the Board's "Rules Regarding Availability of Information," 12 C.FR. Part 261, that the Reporter and individual consent to public release of all details in th� rdport conc'o/lJPJJ that individual.

This report form is to be filed by all top-tier bank holding compa­nies, top-tier savings and loan holding companies, and U.S. inter­mediate holding companies organized under U.S. law, and by any foreign banking organization that does not meet the require­ments of and is not treated as a qualifying foreign banking orga­nization under Section 211.23 of Regulation K (12 C.F.R. § 211.23). (See page one of the general instructions for more detail of who must file.) The Federal Reserve may not conduct or spon­sor, and an organization (or a person) is not required to respond to, an information collection unless it displays a currently valid 0MB control number. Date of Report (top-tier holding company's fiscal year-end): December 31, 2016 Mon1h I Day I Year

None Reporter's Legal Ent11y Identifier (LEI) (20-Characler LEI Code)

Reporter's Name, Street, and Mailing Address

Milton Bancshares, Inc.

Legal Tille of Holding Company

323 Parkview Dr. (Mailing Address of the Holding Company) Streel / P.O. Box

Milton Wisconsin G 53563 City State Zip Code

Physical Location (if different from mailing address}

Person to whom questions about this report should be directed: Don Brown _S_e_c_r_e_ta_ry,...._ _eName Tille

608/884-9393

Area Code I Phone Number / Extension

608/884-9393

Area Code/ FAX Number

dbrown240@gmail.com E-mail Address

Signalufe of Holding Company Director and Official

3/16/17 Dale of Signature

For holding companies not registered with the SEC-Indicate status of Annual Report to Shareholders: � is included with the FR Y-6 report 0 will be sent under separate cover 0 is not prepared

For Federal Reserve Bank Use Only

2342722RSSD ID

C.I.

none Address (URL) for the Holding Company's web page

Is confidential treatment requested for any portion � of this report submission? .............................. '1=ves[TIIn accordance with the General Instructions for this report (check only one),

1.ea letter justifying this request is being provided along with the report ...................................................... 0

2. a letter justifying this request has been providedseparately ............................................................ 0

NOTE: Information for which confidential treatment is being requested must be provided separately and labeled as "confidential."

Public reporting burden for lhis information collection is estimated to vary from 1.3 lo 101 hours per response. wilh an average of 5.50 hours per response. ,nclucling time to galher and maintain data in the required form and lo review instruclions and complete the information colleclion. Send comments regarding lhis burden estimate or any other aspect of lhis collection of ,nfonnalion, including suggestions for reducing this burden to: Secrelary. Board oi Governors of lhe Federal Reserve System. 20th and C Streets. NW. Washington, DC 20551. and to the Office of Management and Budge1, Paperwork Reduct,on Project (7100-0297), Washing1on, DC 20503. 12/2016

Report Item

Form FR Y-6 Milton Bancshares, Inc

Milton, WI Fiscal Year Ending DECEMBER 31, 2016

1 :) The bank holdincompany prepares an annual report for its shareholders.

2(a): Orginizational Chart:

a. MILTON BANCSHARES, INC.* 323 Parkview Drive, Milton, WI 53563 Incorporated in the State of Wisconsin

I b. BANK OF MILTON* (Milton Bancshares, Inc. owns 100%)

323 Parkview Drive, Milton, WI 53563 Incorporated in the State of Wisconsin

*No LEI fro the above entities

2(b): Domestic Branch Listing emailed to Federal Reserve on 3/16/17

Results: A list of branches for your depository institution: BANK OF M ILTON (ID_RSSD: 426945).

Th is depository inst itution is held by M ILTON BANCSHARES, INC. (2342722) of MILTON, WI.

The data are as of 12/31/2016. Data reflects information that was received and processed through 01/10/2017.

Reconciliation and Verification Steps

1. In the Data Action column of each bra nch row, enter one or more of the actions specified below 2. If required, ent er the date in the Effective Date column

Actions

OK: lf the branch info rmation is correct, enter 'OK' in the Data Action column.

Change: If the branch information is incorrect or incomplete, revise the data, enter 'Change' in the Data Action column and the date when this information first became valid in the Effective Date column.

Close: If a branch listed was sold or closed, enter 'Close' in the Data Action column and the sale or closure date in the Effective Date column.

Delete: If a branch listed was never owned by th is depository institution, enter 'Delete ' in the Data Action column.

Add: If a reportable branch is missing, insert a row, add the branch data, and enter 'Add' in the Data Action column and the opening or acquisit ion dat e in the Effective Date column.

!f printing this list, you may need t o adjust your page setup in MS Excel. Try using landscape orientat ion, page scaling, and/or legal sized paper.

Submission Procedure

When you are finished, send a saved copy to your FRB contact. See the detailed instructions on this site for more information.

lf you are e-mailing this to your FRB contact, put your institution name, city and state in the subject line of the e-mail.

Note:

To satisfy t he FR Y-10 reporting requirements, you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change, Close. Delete, or Add.

The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - https://ylOonline.federalreserve.gov.

• FDIC UNINUM, Office Number, and ID_RSSD colum ns are for reference only. Verification of these values is not required.

Data Actl Effective Branch Service Type Branch ID RSso• Popular Name Street Address City State Zip Code County Country OK Full Seivicc (Head Office) 426945 BANK OF MILTON 323 PARK V IEW DRIVE MIL TON WI 53563 ROCK UNITED STATES OK Full Service 3507005 EDGERTON BRANCH 102 NORTH MAIN STREET EDGERTON WI 53534 ROCK UNITED STATES

FDIC UNI Office Nu Head Office

7166 0 BANK OF MILTON 2241 63 BANK OF MILTON

Head Office Comments

426945 426945

FRY-6

MIL TON BANCSHARES, INC.

MILTON, WI Fiscal Year Ending DECEMBER 31, 2016

Report Item 3: Securities Holders

Current Securities Holders with ownership, control or holdings of 5% or more with power to vote as-of fiscal year end.

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had ownership, control or holdings of 5% or more with power to vote durina the fiscal vear.

(1 )(a) (1 )(b)

Country of

Name & Address (City, Citizenship or State, Country) Incorporation

Jeffrey T. Roethe Edgerton, WI USA

Donald R. Brown Edgerton, WI USA

Daniel M Honold Milton, WI USA

Robert & Marcia Cullen Milton, WI USA

USA

USA

USA

USA

(1)(c)

Number and Percentage of Each Class of Voting Securities

1313 Shares

1113 Shares

1264 Shares

250

32%

27%

31%

6%

(2)(a)

Name & Address (City, State, Country)

NIA

(2)(b)

Country of Citizenship or Incorporation

(2)(c)

Number and Percentage of Each Class of Voting Securities

Report Item 4: Insiders

(1 )(a)(b)(c) and (2)(a)(b)(c) (1) (2)

Names & Address (City, State, Country)

Jeffrey T. Roethe Edgerton, WI USA

Donald R. Brown Edgerton, WI USA

Daniel M Honold Milton, WI USA

Principal Occupation if other than with Holding Company

Attorney

(3)(a)

Title & Position with Holding Company

President and Director

VP, Secretary and Director

VP, Treasurer and Director

FRY-6

MIL TONBANCSHARES, INC.

MILTON. WI Fiscal Year Ending DECEMBER 31 , 2016

(3)(b)

Title & Position with Subsidiaries (include names of subsidiaries)

Secretary and Director, Bank of Milton

Investment Officer and Director, Bank of Milton

President and Director, Bank of Milton

(3)(c)

Title & Position with Other Businesses (include names of other businesses)

Partner, Roethe Law Firm; partner, Campus Park; partner, K & J and R & B Rentals; Partner, Roethe, Brown & Honold Partnership

Partner, Roethe, Brown & Honold Partnership

Partner, Roethe, Brown & Honold Partnership

(4)(a)

Percentage of Voting Securities in Holding Company

32.00%

27.00%

31.00%

(4)(b)

Percentage of Voting Securities in Subsidiaries (include names of subsidiaries)

none

none

none

(4)(c)

List names of other companies (includes partnerships) if 25% or more of voting securities are held (List names of companies and percentage of voting securities held)